Directors Resolution FAQ - United States

A Directors' Resolution is an official internal document for a corporation describing a decision or an action of the board of directors. Where a Directors' meeting can not be held the same matters can be authorized by a Directors' resolution that is signed by all the Directors.

A resolution is written documentation describing an action authorized by the board of directors of a corporation. The minutes are a written document that describes items discussed by the directors during a board meeting, including actions taken and resolutions passed.

What is a certified corporate resolution?

A certified corporate resolution is a resolution that has been verified by the secretary of the meeting and approved by the president of the corporation. Certified corporate resolutions may be required by external organizations for specific purposes. A bank may require a certified corporate resolution for corporate signing authority or to authorize access to a corporate safety deposit box.

Officers and Board members

Who are the officers of a corporation?

The officers of a corporation consist of members of upper level management that are appointed to their positions by the board of directors. The officers of a corporation include the president, CEO, secretary, treasurer, and other individuals in similar positions. Officers are responsible for managing the daily operations of a business.

Who is the chairperson of a meeting of the board?

The chairperson of a meeting of the board of directors is a director who has been elected by the board to preside over board meetings. If the chairperson is absent from a meeting, then the chief executive officer or president (or in their absence a vice-president) may preside over a meeting. If all these individuals are absent then another director can be chosen to preside over a meeting.

Who is the secretary?

The secretary is the officer in charge of keeping company records.

What is meant by Signing Authority?

Every corporation needs a human facilitator to execute banking or business transactions. Within a limited scope of authority an individual with Signing Authority would be empowered to carry out banking and other transactions on behalf of the corporation. The person with Signing Authority would usually be identified by a corporation resolution.

Registered Agent

Who is the "registered agent" of a corporation?

The registered agent of a corporation is the person designated to receive legal and other official documents on behalf of a corporation.

What is the "registered office" of a corporation?

The registered office of a corporation is the address within the jurisdiction where important corporate documents, such as the minute book, are kept, and where legal and other official documents may be sent. The registered office is the address that is on record with the government department responsible for registering corporations.

Accounting and Financial

What is an annual report?

An annual report contains detailed audited financial statements showing the operational and financial status of a corporation over the past year, including income and cash flow statements as well as the balance sheet. It is published annually for the benefit of all shareholders and to satisfy regulatory requirements.

What is a dividend?

A dividend is a payment made to shareholders based on the number of shares they own. Payment can be in the form of cash (most common), new shares or even as an ownership interest in other corporate property. The amount of the dividend payment is generally a reflection of the corporation's after-tax earnings (profit). Whether or not a dividend payment is made to shareholders is decided by the directors of the corporation.

What is a fiscal year end?

A fiscal year end is the end of the 12 month accounting period used by an organization for reporting its financial data. Subject to legislation, it can be any date of the calendar year.

What is a banking resolution?"

A banking resolution approves the opening and operation of a bank account with a specific bank or institution.

Miscellaneous

What is the minute book?

The Minute Book is a record of all key corporate documents. The Minute Book will typically contain minutes of shareholders' meetings and minutes of directors' meetings, articles of incorporation, bylaws, directors' resolutions, shareholders' resolutions and annual reports.

What is the governing law?

The governing law will be the jurisdiction in which the business was incorporated. The law of the governing jurisdiction will provide the authority for how the corporation will be managed and administered.

I do not know when this Resolution will become effective. Can I fill in the date later?

Yes - by leaving the field titled "Date Resolutions are Effective" blank, a blank line will be inserted into the document so that you can add the correct date after printing the document.

What is a Special Shareholders' Resolution?

Most decisions of the Corporation can be resolved with a simple Directors' Resolution or Shareholders' Resolution. But any action that affects the rights, privileges or responsibilities of Shareholders may require a Special Shareholders' Resolution. In addition, any action that causes a substantial change to the company such as dissolving the company or changing the nature of the corporate business may also require a Special Shareholders' Resolution. A Special Shareholders' Resolution means a resolution passed by a supermajority of the votes cast. Depending on the jurisdiction this may mean a majority vote of 2/3 or more.

Some actions that may require a Special Shareholders' Resolution:

Make changes to the articles of the company.

Change the company name.

Change the type of company business. (e.g. Re-register a private company as a public company limited by shares.)

Create a new class of shares.

Change the maximum number of shares the company may issue.

Add, change or delete any rights, privileges restrictions or conditions on any share class.

Add, change or remove restrictions on the transfer of shares.

Change the minimum or maximum number of directors.

Sell, lease or exchange all or substantially all the assets of the company other than in the ordinary course of business.